Item 2. Unregistered Sales of Equity Securities
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Share Repurchases
On June 17, 2016, the Board authorized a share repurchase program (the “FY17 Repurchase Program”) under which the Company may repurchase up to $40.0 million of its outstanding Common Stock. The Board approved increases to the limit under the FY17 Repurchase Program of $10.0 million on March 4, 2025, $10.0 million on June 23, 2025, $20.0 million on December 9, 2025, and $25.9 million on June 22, 2026. Following these increases, the maximum authorized value under the FY17 Repurchase Program was $105.9 million as of August 1, 2026.
Repurchases under the FY17 Repurchase Program may be made from time to time in open market transactions or privately negotiated transactions, subject to business and market conditions, applicable legal requirements, and other relevant factors. The FY17 Repurchase Program does not obligate the Company to repurchase any specific number of shares, may be suspended or terminated at any time at the discretion of the Board, and has no fixed expiration date.
During the three months ended August 1, 2026, the Company repurchased 0.2 million shares of Common Stock at a total cost of $4.4 million. As of August 1, 2026, $36.0 million of the $105.9 million authorized amount remained available for repurchase under the FY17 Repurchase Program.
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Table of Contents
The following table summarizes the Company’s repurchases of Common Stock during the first quarter of fiscal 2027.
Period Total number of shares purchased Average price paid per share (including fees) Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs (1)
May 3, 2026 - May 30, 2026 16,220 $ 19.03 16,220 $ 40,058,993
May 31, 2026 - June 27, 2026 8,400 19.04 8,400 $ 39,899,018
June 28, 2026 - August 1, 2026 200,836 $ 19.63 200,836 $ 35,957,332
Total 225,456 225,456
(1) The share repurchases described in the above table were made pursuant to the FY17 Repurchase Program authorized by the Board on June 17, 2016, as amended by the Board on March 4, 2025, June 23, 2025, December 9, 2025, and June 22, 2026.
Shares withheld to satisfy statutory tax withholding requirements related to the vesting of restricted stock units and performance stock units are not issued or considered repurchases of our Common Stock under our Repurchase Program and, therefore, are excluded from the table above.
See “Note 7. Financing Agreements” of the Notes to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further information about the FY17 Repurchase Program, including, but not limited to, restrictions on our ability to repurchase shares of Common Stock under the Credit Facility.
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
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